I am an Asgardian goddess! I could crush you in my fist like the slug you are! But physical contact with creatures such as you disgusts me! And why should an immortal mistress of sorcery sully her hands?

On the surface of Battleworld the heroes gathered by the Beyonder are attacked by the villains the god-like being has brought here as well. The villains, armed with weapons found on Battleworld's patchwork, managed to get the element of surprise. Elsewhere Doctor Doom flies across the landscape recalling the events that brought them here. He manages to find Galactus who attempted to attack the Beyonder earlier only to be cast down to Battleworld. Doom attempts to get Galactus' attention, but the world devourer merely rises from the ground and walks off ignoring the villain as though he were nothing more than a gnat. With his attempt to ally himself with Galactus a complete failure, Doom decides to follow through on his alternate plan. Returning to the massive fortress that the villains have commandeered for themselves, Doom blasts past the security defenses and gains access inside where the inert body of Ultron is being stored.

Back at the battle, the heroes manage to regain the upper hand and send the villains in retreat, however they manage to capture the Enchantress, Kang, Bulldozer, Piledriver, and Thunderball as prisoners. The heroes then go seeking shelter and find an abandoned fortress for themselves where they can contain their prisoners. As they are exploring the facility, Colossus notices that Lockheed went missing in battle and thinks about how his girlfriend Kitty Pryde would be upset if they do not return home with the little dragon. After the villains are contained, the heroes begin looking around and are surprised to find this fortress meets their every need but is completely abandoned. Captain America soon calls a meeting together and begins formulating a plan to capture their foes. He sends Thor, the Human Torch and Iron Man out on patrol while the rest of the group finds lodging and food. Elsewhere on Battleworld at yet another fortress, the mutant terrorist known as Magneto has found his own base of operations. Watching over the alien landscape before him, Magneto wonders if anyone else feels the same sense of destiny that he does of the events which are about to unfold.

Meanwhile, the uncaptured villains return to their hideout to find Doom waiting there for them. Still thinking him a traitor they are about to attack when they are suddenly blasted aside by Ultron, who has been reactivated and reprogrammed to be loyal to Doctor Doom. Outgunned, the remaining villains have no choice but to follow Doom. Doctor Doom then begins playing up to the Molecule Man, easily one of the most powerful of them all. When Doctor Octopus turns Doom's attention to Galactus, they pull the world devourer up on a monitor screen revealing him to be standing at the top of a peak glowing with energy. Doom assures Octopus that plans are in motion so that they will triumph and orders Octavius to rest. Octopus complies but is suspects that Doom will eventually betray them. At that moment Magneto infiltrates the heroes base while his opponents are trying to relax. She-Hulk and the Wasp discuss all the things left behind on Earth, while Cyclops and Mister Fantastic lament about being separated from their wives, while Spider-Man and the Torch spend time together. Suddenly, Spider-Man's Spider-Sense goes off warning him that Magneto is in the power core of their headquarters. While he web-slings off to confront him, the Torch fires off a Fantasti-Flare to summon the others.

When the other heroes arrive Spider-Man has been subdued and they are less than a match for Magneto either. As the Master of Magnetism dumps machinery on them and escapes, the Wasp tries to chase after him. Magneto responds by wrapping her up in metal and taking her prisoner. Getting free the Thing tries to chase after their foe but suddenly changes back into human form, much to everyone's surprise. Before they can go after Magneto, Captain America calls them all over to the monitor room where he and the Hulk have pulled up an image of Galactus. Cap warns the others that they have bigger concerns to deal with right now.

Reed points out how the Beyonder "fixed" things such as providing Professor X a wheelchair when they were first abducted last issue. The Beyonder gave Xavier a wheelchair even though Xavier regained the use of his legs in Uncanny X-Men #167, and a really convenient way of explaining away an obvious artists mistake.

Ben is worried about his girlfriend Alicia Masters who Ben has been dating consistently since Fantastic Four #9. However, at this point in time he had been spending time between Thing #2-10 reconsidering their relationship.

The reason why Ben reverts back to human form here is because, as theorized by Reed Richards back in Fantastic Four #245, Ben has always had this ability, the only thing barring him from changing back and forth was a psychological block due to his anxiety over his relationship with Alicia Masters.

Publication Notes

This issue is reprinted in comics and books, see references for more info.[1]